The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

Made: 8th July 2009

Coming into force in accordance with regulation 2

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 15 and 17 of the Limited Liability Partnerships Act 2000 and sections 1101, 1292, 1294 and 1296 of the Companies Act 2006 .

In accordance with section 17(4) and (5)(b) of the Limited Liability Partnerships Act 2000 and sections 1101(2), 1290 and 1294(6) of the Companies Act 2006, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

PART 1 — GENERAL INTRODUCTORY PROVISIONS

Citation

1

These Regulations may be cited as the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

Commencement

2

• (1) The provisions of these Regulations come into force as follows.

• (2) Regulations 8, 64, 77, 80 and 81 of, and paragraphs 6 and 7 of Schedule 3 to, these Regulations come into force on the day after the Regulations are made for the purpose of enabling the exercise of powers to make regulations or orders by statutory instrument.

• (3) Otherwise, the Regulations come into force on 1st October 2009.

Interpretation

3

• (1) In these Regulations “LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000.

• (2) In these Regulations, unless the context otherwise requires—

• (a) any reference to a numbered Part, section or Schedule is to the Part, section or Schedule so numbered in the Companies Act 2006;

• (b) references in provisions applied to LLPs—

• (i) to provisions of the Companies Act 2006, or

• (ii) to provisions of instruments made under that Act,

are to those provisions as applied to LLPs by these Regulations or by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 ;

• (c) references in provisions applied to LLPs to provisions of the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 ;

• (d) references in provisions applied to LLPs to provisions of the Register of People with Significant Control Regulations 2016 are to those provisions as applied to LLPs by the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016.

PART 2 — FORMALITIES OF DOING BUSINESS

Formalities of doing business under the law of England and Wales or Northern Ireland

4

Sections 43 to 47 apply to LLPs, modified so that they read as follows—

(43) (1) Under the law of England and Wales or Northern Ireland a contract may be made— (a) by an LLP, by writing under its common seal, or (b) on behalf of an LLP, by a person acting under its authority, express or implied. (2) This is without prejudice to section 6 of the Limited Liability Partnerships Act 2000 (c. 12) (members as agents). (3) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of an LLP. (44) (1) Under the law of England and Wales or Northern Ireland a document is executed by an LLP— (a) by the affixing of its common seal, or (b) by signature in accordance with the following provisions. (2) A document is validly executed by an LLP if it is signed on behalf of the LLP— (a) by two members, or (b) by a member of the LLP in the presence of a witness who attests the signature. (3) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the LLP has the same effect as if executed under the common seal of the LLP. (4) In favour of a purchaser a document is deemed to have been duly executed by an LLP if it purports to be signed in accordance with subsection (2). A “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property. (5) Where a document is to be signed by a person on behalf of more than one LLP, or on behalf of an LLP and a company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity. (6) References in this section to a document being (or purporting to be) signed by a member are to be read, in a case where that member is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf. (7) This section applies to a document that is (or purports to be) executed by an LLP in the name of or on behalf of another person whether or not that person is also an LLP. (45) (1) An LLP may have a common seal, but need not have one. (2) An LLP which has a common seal shall have its name engraved in legible characters on the seal. (3) If an LLP fails to comply with subsection (2) an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (4) A member of an LLP, or a person acting on behalf of an LLP, commits an offence if he uses, or authorises the use of, a seal purporting to be a seal of the LLP on which its name is not engraved as required by subsection (2). (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (6) This section does not form part of the law of Scotland. (46) (1) A document is validly executed by an LLP as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989 (c. 34) and for the purposes of the law of Northern Ireland if, and only if— (a) it is duly executed by the LLP, and (b) it is delivered as a deed. (2) For the purposes of subsection (1)(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved. (47) (1) Under the law of England and Wales or Northern Ireland an LLP may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf. (2) A deed or other document so executed, whether in the United Kingdom or elsewhere, has effect as if executed by the LLP.

Formalities of doing business under the law of Scotland

5

Section 48 applies to LLPs, modified so that it reads as follows—

(48) (1) The following provisions form part of the law of Scotland only. (2) Notwithstanding the provisions of any enactment, an LLP need not have a common seal. (3) For the purposes of any enactment— (a) providing for a document to be executed by an LLP by affixing its common seal, or (b) referring (in whatever terms) to a document so executed, a document signed or subscribed by or on behalf of the LLP in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 (c. 7) has effect as if so executed.

Official seal for use abroad

6

Section 49 applies to LLPs, modified so that it reads as follows—

(49) (1) An LLP that has a common seal may have an official seal for use outside the United Kingdom. (2) The official seal must be a facsimile of the LLP's common seal, with the addition on its face of the place or places where it is to be used. (3) The official seal when duly affixed to a document has the same effect as the LLP's common seal. This subsection does not extend to Scotland. (4) An LLP having an official seal for use outside the United Kingdom may— (a) by writing under its common seal, or (b) as respects Scotland, by writing subscribed in accordance with the Requirements of Writing (Scotland) Act 1995, authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the LLP is party. (5) As between the LLP and a person dealing with such an agent, the agent's authority continues— (a) during the period mentioned in the instrument conferring the authority, or (b) if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him. (6) The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed.

Other matters

7

Sections 51 and 52 apply to LLPs, modified so that they read as follows—

(51) (1) A contract that purports to be made by or on behalf of an LLP at a time when the LLP has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the LLP or as agent for it, and he is personally liable on the contract accordingly. (2) Subsection (1) applies— (a) to the making of a deed under the law of England and Wales or Northern Ireland, and (b) to the undertaking of an obligation under the law of Scotland, as it applies to the making of a contract. (52) A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of an LLP if made, accepted or endorsed in the name of, or by or on behalf or on account of, the LLP by a person acting under its authority.

PART 3 — AN LLP'S NAME

CHAPTER 1 — GENERAL REQUIREMENTS

Prohibited names and sensitive words and expressions

8

Sections 53 to 56A apply to LLPs, modified so that they read as follows—

(53) An LLP must not be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name if, in the opinion of the Secretary of State— (a) its use by the LLP would constitute an offence, or (b) it is offensive. (53A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name if, in the opinion of the Secretary of State, the registration of the LLP by that name is intended to facilitate— (a) the commission of an offence involving dishonesty or deception, or (b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence. (54) (1) The approval of the Secretary of State is required for an LLP to be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name that would be likely to give the impression that the LLP is connected with— (a) Her Majesty's Government, any part of the Scottish Administration , the Welsh Assembly Government or Her Majesty's Government in Northern Ireland, (b) a local authority, or (c) any public authority specified for the purposes of this section by regulations made by the Secretary of State. (2) For the purposes of this section— - “local authority” means— 1. a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly, 2. a council constituted under section 2 of the Local Government etc (Scotland) Act 1994 (c. 39), or 3. a district council in Northern Ireland; - “public authority” includes any person or body having functions of a public nature. (3) Regulations under this section are subject to affirmative resolution procedure. (55) (1) The approval of the Secretary of State is required for an LLP to be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section. (2) Regulations under this section are subject to approval after being made. (56) (1) The Secretary of State may by regulations under— (a) section 54 (name suggesting connection with government or public authority), or (b) section 55 (other sensitive words or expressions), require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body. (2) Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name. (3) Where a request under this section is made in connection with an application for the registration of an LLP under the Limited Liability Partnerships Act 2000 (c. 12), the application must— (a) include a statement that a request under this section has been made, and (b) be accompanied by a copy of any response received. (4) Where a request under this section is made in connection with a change in an LLP's name, the notice of the change sent to the registrar must— (a) include a statement by a designated member of the LLP that a request under this section has been made, and (b) be accompanied by a copy of any response received. (5) In this section “specified” means specified in the regulations. (56A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the LLP is connected with— (a) a foreign government or an agency or authority of a foreign government, or (b) an international organisation whose members include two or more countries or territories (or their governments).

Permitted characters etc

9

Section 57 applies to LLPs, modified so that it reads as follows—

(57) (1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to the characters, signs or symbols and punctuation that may be used in a registered name apply to LLPs. (2) Those provisions are— (a) regulation 2 and Schedule 1, and (b) any other provisions of those Regulations having effect for the purpose of those provisions. (3) In those provisions as they apply to LLPs— (a) for “company” substitute “ LLP ”, and (b) for “the Act” substitute “ the Limited Liability Partnerships Act 2000 ”. (4) An LLP may not be registered under the Limited Liability Partnerships Act 2000 by a name that consists of or includes anything that is not permitted in accordance with the provisions applied by this section.

Inappropriate use of indications of company type or legal form

10

Section 65 applies to LLPs, modified so that it reads as follows—

(65) (1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to inappropriate use of indications of company type or legal form apply to LLPs. (2) Those provisions are— (a) regulation 4 and Schedule 2, and (b) any other provisions of those Regulations having effect for the purpose of those provisions. (3) As applied to LLPs regulation 4 is modified so as to read as follows— (4) (1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes in any part of the name— (a) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (o) or (r) to (y) in Schedule 2 (other than the abbreviation “LLP” or “PAC” (with or without full stops) at the end of its name), or (b) an expression or abbreviation specified as similar. (2) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes, immediately before the expression “LIMITED LIABILITY PARTNERSHIP” OR “PARTNERIAETH ATEBOLRWYDD CYFYNGEDIG” or the abbreviations “LLP” or “PAC”, an abbreviation specified in inverted commas in paragraph 3(y) of that Schedule (or any abbreviation specified as similar)

CHAPTER 2 — SIMILARITY TO OTHER NAMES

Similarity to other name on registrar's index

11

Sections 66 to 68 apply to LLPs, modified so that they read as follows—

(66) (1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that is the same as another name appearing in the registrar's index of company names. (2) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 supplementing this section apply to LLPs. (3) Those provisions are— (a) regulation 7 and Schedule 3 (matters that are to be disregarded and words, expressions, signs and symbols that are to be regarded as the same), (b) regulation 8 (consent to registration of a name which is the same as another in the registrar's index of company names), and (c) any other provisions of those Regulations having effect for the purpose of those provisions. (4) In regulation 8 as applied to LLPs— (a) for “a company” or “the company” substitute “ an LLP ” or “the LLP”, (b) for “Company Y” substitute “ LLP Y ”, and (c) in paragraph (1), for “the Act” substitute “ the Limited Liability Partnerships Act 2000 ”. (67) (1) The Secretary of State may direct an LLP to change its name if it has been registered in a name that is the same as or, in the opinion of the Secretary of State, too like— (a) a name appearing at the time of the registration in the registrar's index of company names, or (b) a name that should have appeared in that index at that time. (2) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the LLP to which the direction is given). (68) (1) The following provisions have effect in relation to a direction under section 67 (power to direct change of name in case of similarity to existing name). (2) Any such direction— (a) must be given within twelve months of the LLP's registration by the name in question, and (b) must specify the period within which the LLP is to change its name. (2A) The period must be a period of at least 28 days beginning with the date of the direction. (3) The Secretary of State may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified. (4) A direction under section 67 or this section must be in writing. (5) If an LLP fails to comply with the direction, an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Similarity to other name in which person has goodwill

12

Sections 69 to 74 apply to LLPs, modified so that they read as follows—

(69) (1) A person (“the applicant”) may object to an LLP's registered name on the ground— (a) that it is the same as a name associated with the applicant in which he has goodwill, or (b) that it is sufficiently similar to such a name that its use in the United Kingdom or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere by suggesting a connection between the LLP and the applicant. (2) The objection must be made by application to a company names adjudicator (see section 70). (3) The LLP concerned shall be the primary respondent to the application. Any member or person who was a member at the time at which the name was registered may be joined as a respondent. (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show— (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business; or (d) that the name was adopted in good faith; or (e) that the interests of the applicant are not adversely affected to any significant extent. If none of those is shown, the objection shall be upheld. (5) If the facts mentioned in subsection (4)(a)... or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name. (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed. (7) In this section “goodwill” includes reputation of any description. (70) (1) The Secretary of State shall appoint persons to be company names adjudicators. (2) The persons appointed must have such legal or other experience as, in the Secretary of State's opinion, makes them suitable for appointment. (3) An adjudicator— (a) holds office in accordance with the terms of his appointment, (b) is eligible for re-appointment when his term of office ends, (c) may resign at any time by notice in writing given to the Secretary of State, and (d) may be dismissed by the Secretary of State on the ground of incapacity or misconduct. (4) One of the adjudicators shall be appointed Chief Adjudicator. He shall perform such functions as the Secretary of State may assign to him. (5) The other adjudicators shall undertake such duties as the Chief Adjudicator may determine. (6) The Secretary of State may— (a) appoint staff for the adjudicators; (b) pay remuneration and expenses to the adjudicators and their staff; (c) defray other costs arising in relation to the performance by the adjudicators of their functions; (d) compensate persons for ceasing to be adjudicators. (71) (1) The Company Names Adjudicator Rules 2008 (S.I. 2008/1738) apply to LLPs. (2) As they apply to LLPs, omit— (a) in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent; (b) rule 13(2) (registered office treated as address for service). (72) (1) A company names adjudicator must, within 90 days of determining an application under section 69, make his decision and his reasons for it available to the public. (2) He may do so by means of a website or by such other means as appear to him to be appropriate. (73) (1) If an application under section 69 is upheld, the adjudicator shall make an order— (a) requiring the respondent LLP to change its name to one that is not an offending name, and (b) requiring all the respondents— (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and (ii) not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name. (2) An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely— (a) to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or (b) to give rise to a further application under section 69. (3) The order must specify a date by which the respondent LLP's name is to be changed and may be enforced— (a) in England and Wales or Northern Ireland, in the same way as an order of the High Court; (b) in Scotland, in the same way as a decree of the Court of Session. (4) If the respondent LLP's name is not changed in accordance with the order by the specified date, the adjudicator may determine a new name for the LLP. (5) If the adjudicator determines a new name for the respondent LLP he must give notice of his determination— (a) to the applicant, (b) to the respondents, and (c) to the registrar. (6) For the purposes of this section an LLP's name is changed when the change takes effect in accordance with paragraph 5(4) in Part 1 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (on the issue of the certificate of the change of name). (7) Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates. (74) (1) An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69. (2) Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator's order by which the respondent LLP's name is to be changed. (3) If notice of appeal is given against a decision upholding an application, the effect of the adjudicator's order is suspended. (4) If on appeal the court— (a) affirms the decision of the adjudicator to uphold the application, or (b) reverses the decision of the adjudicator to dismiss the application, the court may (as the case may require) specify the date by which the adjudicator's order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made. (5) If the court determines a new name for the LLP it must give notice of the determination— (a) to the parties to the appeal, and (b) to the registrar.

CHAPTER 3 — OTHER POWERS OF THE SECRETARY OF STATE AND THE REGISTRAR

Provision of misleading information etc

13

Sections 75 and 76 apply to LLPs, modified so that they read as follows—

(75) (1) If it appears to the Secretary of State— (a) that misleading information has been given for the purposes of an LLP's registration by a particular name, or (b) that an undertaking or assurance has been given for that purpose and has not been fulfilled, the Secretary of State may direct the LLP to change its name. (2) Any such direction— (a) must be given within five years of the LLP's registration by that name, and (b) must specify the period within which the LLP is to change its name. (2A) The period must be at least 28 days beginning with the date of the direction. (3) The Secretary of State may by a further direction extend the period within which the LLP is to change its name. Any such direction must be given before the end of the period for the time being specified. (4) A direction under this section must be in writing. (4A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates. (5) If an LLP fails to comply with a direction under this section, an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (76) (1) If in the opinion of the Secretary of State the name by which an LLP is registered gives so misleading an indication of the nature of its activities as to pose a risk of harm to the public in the United Kingdom or elsewhere, the Secretary of State may direct the LLP to change its name. (2) The direction must be in writing and must specify the period within which the LLP is to change its name. (2A) The period must be a period of at least 28 days beginning with the date of the direction. (3) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified. (4) An LLP may apply to the court to set aside a direction under subsection (1). (4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction. (5) The court may set the direction aside or confirm it. If the direction is confirmed, the court shall specify the period within which the direction is to be complied with. (5A) If an LLP applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing. (5B) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates. (6) If an LLP fails to comply with a direction under subsection (1), an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

CHAPTER 4 — TRADING DISCLOSURES

Requirement to disclose LLP name etc

14

Sections 82 and 83 apply to LLPs, modified so that they read as follows—

(82) (1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to Trading Disclosures apply to LLPs. (2) As they apply to LLPs— (a) read references to a company as references to an LLP; (b) read references to a director as references to a member of an LLP; (c) read references to an officer of a company as references to a designated member of an LLP; (d) in regulation 25 (further particulars to appear in business letters, order forms and websites), for paragraphs (2)(d) to (f) and (3) substitute— (d) in the case of an LLP whose name ends with the abbreviation “llp”, “LLP”, “pac” or “PAC”, the fact that it is an LLP or a partneriaeth atebolrwydd cyfyngedig. (e) in regulation 26 (disclosure of names of members)— (i) at the beginning of paragraph (1) insert “ Subject to paragraph (3), ” and (ii) after paragraph (2) insert— (3) Paragraph (1) does not apply in relation to any document issued by an LLP with more than 20 members which maintains at its principal place of business a list of the names of all the members if the document states in legible characters the address of the principal place of business of the LLP and that the list of the members' names is open to inspection at that place. (4) Where an LLP maintains a list of the members' names for the purposes of paragraph (3), any person may inspect the list during office hours. (f) omit regulation 28(3) (offences: shadow directors). (83) (1) This section applies to any legal proceedings brought by an LLP to which section 82 applies (requirement to disclose LLP name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the LLP was, at the time the contract was made, in breach of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. (2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows— (a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter's breach of the regulations, or (b) that he has suffered some financial loss in connection with the contract by reason of the claimant's (pursuer's) breach of the regulations, unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue. (3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

15

Section 85 applies to LLPs, modified so that it reads as follows—

(85) (1) For the purposes of this Chapter, in considering an LLP's name no account is to be taken of— (a) whether upper or lower case characters (or a combination of the two) are used, (b) whether diacritical marks or punctuation are present or absent, provided there is no real likelihood of names differing only in those respects being taken to be different names. (2) This does not affect the operation of provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 permitting only specified characters or punctuation.

PART 4 — AN LLP'S REGISTERED OFFICE

General

16

Sections 86 and 87 apply to LLPs, modified so that they read as follows—

(86) (1) An LLP must ensure that its registered office is at all times at an appropriate address within the meaning given by section 2(5) of the Limited Liability Partnerships Act 2000. (2) If an LLP fails, without reasonable excuse, to comply with this section an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (3) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (4) Subsection (1) does not apply in relation to an LLP during any period for which the address of its registered office is a default address nominated by virtue of regulation 3 of the Registered Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/233). (87) (1) An LLP may change the address of its registered office by giving notice to the registrar. (1A) The notice must include a statement that the new address is an appropriate address within the meaning given by section 2(5) of the Limited Liability Partnerships Act 2000. (2) The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the LLP at the address previously registered. (3) For the purposes of any duty of an LLP— (a) to keep available for inspection at its registered office any register, index or other document, or (b) to mention the address of its registered office in any document, an LLP that has given notice to the registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine. (4) Where an LLP unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the address of its registered office, but— (a) resumes performance of that duty at other premises as soon as practicable, and (b) gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so, it is not to be treated as having failed to comply with that duty.

Welsh LLPs

17

Section 88 applies to LLPs, modified so that it reads as follows—

(88) (1) In this Act a “Welsh LLP” means an LLP as to which it is stated in the register that its registered office is to be situated in Wales. (2) An LLP— (a) whose registered office is in Wales, and (b) as to which it is stated in the register that its registered office is to be situated in England and Wales, may determine that the register be amended so that it states that the LLP's registered office is to be situated in Wales. (3) An LLP— (a) whose registered office is in Wales, and (b) as to which it is stated in the register that its registered office is to be situated in Wales, may determine that the register be amended so that it states that the LLP's registered office is to be situated in England and Wales. (4) Where an LLP makes a determination under this section it must give notice to the registrar, who shall— (a) amend the register accordingly, and (b) issue a new certificate of incorporation altered to meet the circumstances of the case.

PART 5 — AN LLP'S MEMBERS

CHAPTER 1 — INFORMATION ABOUT MEMBERS

Requirements for register of members

18

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CHAPTER 2 — MEMBERS' RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE

Members' residential addresses: protection from disclosure

19

Sections 240 to 246 apply to LLPs, modified so that they read as follows—

(240) (1) This Chapter makes provision for protecting, in the case of an LLP member who is an individual— (a) information as to his usual residential address; (b) the information that his service address is his usual residential address. (2) That information is referred to in this Chapter as “protected information”. (3) Information does not cease to be protected information on the individual ceasing to be a member of the LLP. References in this Chapter to a member include, to that extent, a former member. (241) (1) An LLP must not use or disclose protected information about any of its members, except— (a) for communicating with the member concerned, (b) in order to comply with any requirement of this Act or of the Limited Liability Partnerships Act 2000 (c. 12) as to particulars to be sent to the registrar, or (c) in accordance with section 244 (disclosure under court order). (2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the member concerned. (3) If an LLP uses or discloses information in contravention of subsection (1), an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (4) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (242) (1) The registrar must omit protected information from the material on the register that is available for inspection where— (a) it is contained in a document delivered to him in which such information is required to be stated, and (b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated. (2) The registrar is not obliged— (a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or (b) to omit from the material that is available for public inspection anything registered before 1st October 2009. (3) The registrar must not ... disclose protected information except— (a) as permitted by section 243 (permitted ... disclosure by registrar), ... (b) in accordance with section 244 (disclosure under court order) , or (c) as permitted by section 1110F (general powers of disclosure by the registrar). (243) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) The registrar may disclose protected information to a credit reference agency. (3) The provisions of the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) relating to disclosure of protected information under this section apply to LLPs. (4) The provisions are— (a) Part 2 (disclosure of protected information), (b) Part 4 (matters relating to applications under section 243 and section 1088), so far as relating to disclosure under this section, and (c) any other provisions of the Regulations having effect for the purposes of those provisions. (5) As those provisions apply to LLPs— (a) references to provisions of the Companies Act 1985 (c. 6), the Insolvency Act 1986 (c. 45), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.9)) are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307); (b) read references to a company or proposed company as references to an LLP or proposed LLP; (c) read references to a director as references to a member of an LLP; (d) read references to a subscriber to a memorandum of association as references to a proposed member of a proposed LLP; (e) in regulation 1(2), for the definition of “former name” substitute— “former name” means a name by which an individual was formerly known and which has been notified to the registrar under section 2 or 9 of the Limited Liability Partnerships Act 2000; (f) in regulation 5(2)(a), for the words after “will be subjected to violence or intimidation as a result of the activities of at least one of” substitute— (i) the companies of which he is, or proposes to become, a director; (ii) the companies of which he was a director; (iii) the overseas companies of which he is or has been a director, secretary or permanent representative; (iv) the limited liability partnerships of which he is or has been a member; (v) the limited liability partnerships of which he proposes to become a member; (vi) the companies of which he is, or proposes to become a registrable person under Part 21A of the Act; (vii) the companies of which he used to be a registrable person under Part 21A of the Act; (viii) the limited liability partnerships of which that individual is, or proposes to become a registrable person under Part 21A of the Act as applied to limited liability partnerships by Part 8 of these Regulations; and (ix) the limited liability partnerships of which that individual used to be a registrable person under Part 21A of the Act as applied to limited liability partnerships by Part 8 of these Regulations. (6) In this section— - “credit reference agency” means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; ... - ... (244) (1) The court may make an order for the disclosure of protected information by the LLP or by the registrar if— (a) there is evidence that service of documents at a service address other than the member's usual residential address is not effective to bring them to the notice of the member, or (b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court, and the court is otherwise satisfied that it is appropriate to make the order. (2) An order for disclosure by the registrar is to be made only if the LLP— (a) does not have the member's usual residential address, or (b) has been dissolved. (3) The order may be made on the application of a liquidator, creditor or member of the LLP, or any other person appearing to the court to have a sufficient interest. (4) The order must specify the persons to whom, and purposes for which, disclosure is authorised. (245) (1) The registrar may put a member's usual residential address on the public record if— (a) communications sent by the registrar to the member and requiring a response within a specified period remain unanswered, or (b) there is evidence that service of documents at a service address provided in place of the member's usual residential address is not effective to bring them to the notice of the member. (2) The registrar must give notice of the proposal— (a) to the member, and (b) to every LLP of which the registrar has been notified that the individual is a member. (3) The notice must— (a) state the grounds on which it is proposed to put the member's usual residential address on the public record, and (b) specify a period within which representations may be made before that is done. (4) It must be sent to the member at his usual residential address, unless it appears to the registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address. (5) The registrar must take account of any representations received within the specified period. (6) What is meant by putting the address on the public record is explained in section 246. (246) (1) If the registrar decides in accordance with section 245 that a member‘s usual residential address is to be put on the public record, the registrar must proceed as if each relevant LLP had given notice under section 167H— (a) stating a change in the member’s service address, and (b) stating the member’s usual residential address as their new service address. (2) The registrar must give notice of having done so— (a) to the member, and (b) to every relevant LLP. (3) The notice must state the date of the registrar’s decision to put the member’s usual residential address on the public record. (4) Where a member’s usual residential address has been put on the public record by the registrar under this section, for the period of five years beginning with the date of the registrar’s decision no service address may be registered for the member other than their usual residential address (but see subsection (5)). (5) Subsection (4)— (a) does not limit the service address that may be registered for the member under regulations under section 1097B (rectification of register), and (b) ceases to apply in relation to the member if a new service address is registered for the member under those regulations. (6) In this section “relevant LLP” means each LLP given notice under section 245(2)(b).

PART 6 — DEBENTURES

General provisions

20

Sections 738 to 742 apply to LLPs, modified so that they read as follows—

(738) In this Act “debenture” includes debenture stock, bonds and any other securities of an LLP, whether or not constituting a charge on the assets of the LLP. (739) (1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are made— (a) irredeemable, or (b) redeemable only— (i) on the happening of a contingency (however remote), or (ii) on the expiration of a period (however long), any rule of equity to the contrary notwithstanding. (2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed. (740) A contract with an LLP to take up and pay for debentures of the LLP may be enforced by an order for specific performance. (741) (1) An LLP must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment. (2) If an LLP fails to comply with this section, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (4) For the duties of the LLP as to the issue of the debentures, or certificates of debenture stock, see Part 21 (certification and transfer of securities). (742) Notwithstanding anything in the statute of the Scots Parliament of 1696, chapter 25, debentures to bearer issued in Scotland are valid and binding according to their terms.

Register of debenture holders

21

Sections 743 to 748 apply to LLPs, modified so that they read as follows—

(743) (1) Any register of debenture holders of an LLP that is kept by the LLP must be kept available for inspection— (a) at the LLP's registered office, or (b) at a place specified in Part 2 of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006). (2) An LLP must give notice to the registrar of the place where any such register is kept available for inspection and of any change in that place. (3) No such notice is required if the register has, at all times since it came into existence, been kept available for inspection at the LLP's registered office. (4) If an LLP makes default for 14 days in complying with subsection (2), an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (6) References in this section to a register of debenture holders include a duplicate— (a) of a register of debenture holders that is kept outside the United Kingdom, or (b) of any part of such a register. (744) (1) Every register of debenture holders of an LLP must, except when duly closed, be open to the inspection— (a) of the registered holder of any such debentures, or any member of the LLP, without charge, and (b) of any other person on payment of the fee prescribed by regulation 2 of the Companies (Fees for Inspection and Copying of Company Records) (No. 2) Regulations 2007 (S.I. 2007/3535). (2) Any person may require a copy of the register, or any part of it, on payment of the fee prescribed by regulation 3 of the Companies (Fees for Inspection and Copying of Company Records) (No. 2) Regulations 2007 (S.I. 2007/3535). (3) A person seeking to exercise either of the rights conferred by this section must make a request to the LLP to that effect. (4) The request must contain the following information— (a) in the case of an individual, his name and address; (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation; (c) the purpose for which the information is to be used; and (d) whether the information will be disclosed to any other person, and if so— (i) where that person is an individual, his name and address, (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and (iii) the purpose for which the information is to be used by that person. (5) For the purposes of this section a register is “duly closed” if it is closed in accordance with provision contained— (a) in the debentures, (b) in the case of debenture stock in the stock certificates, or (c) in the trust deed or other document securing the debentures or debenture stock. The total period for which a register is closed in any year must not exceed 30 days. (6) References in this section to a register of debenture holders include a duplicate— (a) of a register of debenture holders that is kept outside the United Kingdom, or (b) of any part of such a register. (745) (1) Where an LLP receives a request under section 744 (register of debenture holders: right to inspect and require copy), it must within five working days either— (a) comply with the request, or (b) apply to the court. (2) If it applies to the court it must notify the person making the request. (3) If on an application under this section the court is satisfied that the inspection or copy is not sought for a proper purpose— (a) it shall direct the LLP not to comply with the request, and (b) it may further order that the LLP's costs (in Scotland, expenses) on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application. (4) If the court makes such a direction and it appears to the court that the LLP is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the LLP is not to comply with any such request. The order must contain such provision as appears to the court appropriate to identify the requests to which it applies. (5) If on an application under this section the court does not direct the LLP not to comply with the request, the LLP must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued. (746) (1) If an inspection required under section 744 (register of debenture holders: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (2) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (3) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it. (747) (1) It is an offence for a person knowingly or recklessly to make in a request under section 744 (register of debenture holders: right to inspect and require copy) a statement that is misleading, false or deceptive in a material particular. (2) It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section— (a) to do anything that results in the information being disclosed to another person, or (b) to fail to do anything with the result that the information is disclosed to another person, knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). (748) (1) Liability incurred by an LLP— (a) from the making or deletion of an entry in the register of debenture holders, or (b) from a failure to make or delete any such entry, is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred. (2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).

Supplementary provisions

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Sections 749 and 750 apply to LLPs, modified so that they read as follows—

(749) (1) Any holder of debentures of an LLP is entitled, on request and on payment of the fee prescribed by regulation 4 of the Companies (Fees for Inspection and Copying of Company Records) (No. 2) Regulations 2007 (S.I. 2007/3535), to be provided with a copy of any trust deed for securing the debentures. (2) If default is made in complying with this section, an offence is committed by every member of the LLP who is in default. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (4) In the case of any such default the court may direct that the copy required be sent to the person requiring it. (750) (1) Any provision contained in— (a) a trust deed for securing an issue of debentures, or (b) any contract with the holders of debentures secured by a trust deed, is void in so far as it would have the effect of exempting a trustee of the deed from, or indemnifying him against, liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any powers, authorities or discretions. (2) Subsection (1) does not invalidate— (a) a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release; (b) any provision enabling such a release to be given— (i) on being agreed to by a majority of not less than 75% in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose, and (ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act.

23

Sections 752 to 754 apply to LLPs, modified so that they read as follows—

(752) (1) Where an LLP has redeemed debentures previously issued, then unless— (a) provision to the contrary (express or implied) is contained in any contract made by the LLP, or (b) the LLP has, by making a determination to that effect or by some other act, manifested its intention that the debentures shall be cancelled, the LLP may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place. This subsection is deemed always to have had effect. (2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed. (3) The re-issue of a debenture or the issue of another debenture in its place under this section is treated as the issue of a new debenture for the purposes of stamp duty. It is not so treated for the purposes of any provision limiting the amount or number of debentures to be issued. (4) A person lending money on the security of a debenture re-issued under this section which appears to be duly stamped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect of it, unless he had notice (or, but for his negligence, might have discovered) that the debenture was not duly stamped. In that case the LLP is liable to pay the proper stamp duty and penalty. (753) Where an LLP has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the LLP's account having ceased to be in debit while the debentures remained so deposited. (754) (1) This section applies where debentures of an LLP registered in England and Wales or Northern Ireland are secured by a charge that, as created, was a floating charge. (2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the LLP is not at that time in the course of being wound up, the LLP's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures. (3) “Preferential debts” means the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)). For the purposes of those Schedules “the relevant date” is the date of possession being taken as mentioned in subsection (2). (4) Payments under this section shall be recouped, as far as may be, out of the assets of the LLP available for payment of general creditors.

PART 7 — CERTIFICATION AND TRANSFER OF DEBENTURES

Issue of certificates etc on allotment

24

Section 769 applies to LLPs, modified so that it reads as follows—

(769) (1) An LLP must, within two months after the allotment of any of its debentures or debenture stock, complete and have ready for delivery— (a) the debentures allotted, or (b) the certificates of the debenture stock allotted. (2) Subsection (1) does not apply— (a) if the conditions of issue of the debentures or debenture stock provide otherwise, or (b) in the case of allotment to a financial institution (see section 778). (3) If default is made in complying with subsection (1) an offence is committed by every member of the LLP who is in default. (4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Transfer of debentures

25

Sections 770 and 771 apply to LLPs, modified so that they read as follows—

(770) (1) An LLP may not register a transfer of debentures of the LLP unless— (a) a proper instrument of transfer has been delivered to it, or (b) the transfer is an exempt transfer within the Stock Transfer Act 1982 (c. 41). (2) Subsection (1) does not affect any power of the LLP to register as debenture holder a person to whom the right to any debentures of the LLP has been transmitted by operation of law. (771) (1) When a transfer of debentures of an LLP has been lodged with the LLP, the LLP must either— (a) register the transfer, or (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal, as soon as practicable and in any event within two months after the date on which the transfer is lodged with it. (2) If the LLP refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of members. (3) If an LLP fails to comply with this section, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (5) This section does not apply in relation to the transmission of debentures by operation of law.

Other matters

26

Sections 774 and 775 apply to LLPs, modified so that they read as follows—

(774) The production to an LLP of any document that is by law sufficient evidence of the grant of— (a) probate of the will of a deceased person, (b) letters of administration of the estate of a deceased person, or (c) confirmation as executor of a deceased person, shall be accepted by the LLP as sufficient evidence of the grant. (775) (1) The certification by an LLP of an instrument of transfer of any debentures of the LLP is to be taken as a representation by the LLP to any person acting on the faith of the certification that there have been produced to the LLP such documents as on their face show a prima facie title to the debentures in the transferor named in the instrument. (2) The certification is not to be taken as a representation that the transferor has any title to the debentures. (3) Where a person acts on the faith of a false certification by an LLP made negligently, the LLP is under the same liability to him as if the certification had been made fraudulently. (4) For the purposes of this section— (a) an instrument of transfer is certificated if it bears the words “certificate lodged” (or words to the like effect); (b) the certification of an instrument of transfer is made by an LLP if— (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the LLP's behalf, and (ii) the certification is signed by a person authorised to certificate transfers on the LLP's behalf or by a member or employee of the LLP or by an officer or employee of a body corporate so authorised; (c) a certification is treated as signed by a person if— (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the LLP's behalf.

Issue of certificates etc on transfer

27

Section 776 applies to LLPs, modified so that it reads as follows—

(776) (1) An LLP must, within two months after the date on which a transfer of any of its debentures or debenture stock is lodged with the LLP, complete and have ready for delivery— (a) the debentures transferred, or (b) the certificates of the debenture stock transferred. (2) For this purpose a “transfer” means— (a) a transfer duly stamped and otherwise valid, or (b) an exempt transfer within the Stock Transfer Act 1982 (c. 41), but does not include a transfer that the LLP is for any reason entitled to refuse to register and does not register. (3) Subsection (1) does not apply— (a) if the conditions of issue of the debentures or debenture stock provide otherwise, or (b) in the case of a transfer to a financial institution (see section 778). (4) If default is made in complying with subsection (1) an offence is committed by every member of the LLP who is in default. (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Issue of certificates etc on allotment or transfer to financial institution

28

Section 778 applies to LLPs, modified so that it reads as follows—

(778) (1) An LLP— (a) of which debentures are allotted to a financial institution, (b) of which debenture stock is allotted to a financial institution, or (c) with which a transfer for transferring debentures or debenture stock to a financial institution is lodged, is not required in consequence of that allotment or transfer to comply with section 769(1) or 776(1) (duty of LLP as to issue of certificates etc). (2) A “financial institution” means— (a) a recognised clearing house or a recognised CSD acting in relation to a recognised investment exchange, or (b) a nominee of— (i) a recognised clearing house or a recognised CSD acting in that way, or (ii) a recognised investment exchange, designated for the purposes of this section in the rules of the recognised investment exchange in question. (3) Expressions used in subsection (2) have the same meaning as in Part 18 of the Financial Services and Markets Act 2000 (c. 8).

Supplementary provisions

29

Section 782 is applied to LLPs, modified so that it reads as follows—

(782) (1) If an LLP on which a notice has been served requiring it to make good any default in complying with— (a) section 769(1) (duty of LLP as to issue of certificates etc on allotment), or (b) section 776(1) (duty of LLP as to issue of certificates etc on transfer), fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the court. (2) The court may on such an application make an order directing the LLP and any member of it to make good the default within such time as may be specified in the order. (3) The order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the LLP or by a member of it responsible for the default.

PART 8 — ANNUAL CONFIRMATION BY LLP OF ACCURACY OF INFORMATION ON REGISTER

Contents and delivery of LLP's annual return

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Sections 853A to 853BA apply to LLPs, modified so that they read as follows—

(853A) (1) Every LLP must, before the end of the period of 14 days after the end of each review period, deliver to the registrar— (a) such information as is necessary to ensure that the LLP is able to make the statement referred to in paragraph (b), and (b) a statement (“a confirmation statement”) confirming— (i) that the LLP has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B), ... (ii) that the LLP is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA, 853CA and 853CB. (iii) in the case of an LLP’s first statement under this paragraph, that the LLP has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I or 790LG (pre-incorporation changes). (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) In this Part “confirmation period”— (a) in relation to an LLP’s first confirmation statement, means the period beginning with the day of the LLP’s incorporation and ending with the date specified in the statement (“confirmation date”); (b) in relation to any other confirmation statement of the LLP, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned. (4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned. (5) For the purposes of this Part, each of the following is a review period— (a) the period of 12 months beginning with the day of the LLP’s incorporation, (b) each period of 12 months beginning with the day after the end of the previous review period. (6) But where an LLP delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date. (7) For the purpose of making a confirmation statement an LLP is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the LLP otherwise. (853B) The following duties are duties to notify a relevant event— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (ba) in the case of an LLP to which Part 21A (information about people with significant control) applies, and in respect of which an election is not in force under section 790X (election to keep information in PSC register on central register), the duty to give notice of a change as mentioned in section 790VA (notification to the registrar of changes to the LLP’s PSC register); (c) the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control); (d) the duty to give notice of a change as mentioned in section 167G or 167H (changes in members or required information about a member); (e) in the case of an LLP which, in accordance with regulations under section 1136 (where certain LLP records to be kept available for inspection), keeps any LLP records at a place other than its registered office, any duty under the regulations to give notice of a change of address of that place. (853BA) Where an LLP makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the LLP are lawful.

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PART 9 — LLP CHARGES

CHAPTER 1 — LLPS REGISTERED IN ENGLAND AND WALES OR IN NORTHERN IRELAND

Requirement to register LLP charges

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Sections 859A to 859Q apply to LLPs, modified so that they read as follows—

(859A) (1) Subject to subsection (6), this section applies where an LLP creates a charge. (2) The registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the registrar for registration a section 859D statement of particulars. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (4) “The period allowed for delivery” is 21 days beginning with the day after the date of creation of the charge (see section 859E), unless an order allowing an extended period is made under section 859F(3). (5) Where an order is made under section 859F(3) a copy of the order must be delivered to the registrar with the statement of particulars. (6) This section does not apply to— (a) a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land; (b) a charge created by a member of Lloyd’s (within the meaning of the Lloyd’s Act 1982) to secure its obligations in connection with its underwriting business at Lloyd’s; (c) a charge excluded from the application of this section by or under any other Act. (7) In this Part— - “cash” includes foreign currency, - “charge” includes–a mortgage;a standard security, assignation in security, and any other right in security constituted under the law of Scotland, including any heritable security, but not including a pledge, and - “LLP” means an LLP registered in England and Wales or in Northern Ireland or in Scotland. (859B) (1) This section applies where— (a) an LLP creates a series of debentures containing a charge, or giving a charge by reference to another instrument, and (b) debenture holders of that series are entitled to the benefit of the charge pari passu. (2) The registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the registrar for registration, a section 859D statement of particulars which also contains the following— (a) either— (i) the name of each of the trustees for the debenture holders, or (ii) where there are more than four such persons, the names of any four persons listed in the charge instrument as trustees for the debenture holders, and a statement that there are other such persons; (b) the dates of the determinations of the LLP authorising the issue of the series; (c) the date of the covering instrument (if any) by which the series is created or defined. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (4) Where the charge is not created or evidenced by an instrument, the registrar is required to register it only if a certified copy of one of the debentures in the series is delivered to the registrar with the statement of particulars. (5) For the purposes of this section a statement of particulars is taken to be a section 859D statement of particulars even if it does not contain the names of the debenture holders. (6) “The period allowed for delivery” is— (a) if there is a deed containing the charge, 21 days beginning with the day after the date on which the deed is executed; (b) if there is no deed containing the charge, 21 days beginning with the day after the date on which the first debenture of the series is executed (7) Where an order is made under section 859F(3) a copy of the order must be delivered to the registrar with the statement of particulars. (8) In this section “deed” means— (a) a deed governed by the law of England and Wales or Northern Ireland, or (b) an instrument governed by a law other than the law of England and Wales or Northern Ireland which requires delivery under that law in order to take effect. (859C) (1) This section applies where an LLP acquires property or undertaking which is subject to a charge of a kind which would, if it had been created by the LLP after the acquisition of the property or undertaking, have been capable of being registered under section 859A. (2) The registrar must register the charge if the LLP or any person interested in the charge delivers to the registrar for registration a section 859D statement of particulars. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (859D) (1) A statement of particulars relating to a charge created by an LLP is a “section 859D statement of particulars” if it contains the following particulars— (a) the registered name and number of the LLP; (b) the date of creation of the charge and (if the charge is one to which section 859C applies) the date of acquisition of the property or undertaking concerned; (c) where the charge is created or evidenced by an instrument, the particulars listed in subsection (2); (d) where the charge is not created or evidenced by an instrument, the particulars listed in subsection (3). (2) The particulars referred to in subsection (1)(c) are— (a) any of the following— (i) the name of each of the persons in whose favour the charge has been created or of the security agents or trustees holding the charge for the benefit of one or more persons; or, (ii) where there are more than four such persons, security agents or trustees, the names of any four such persons, security agents or trustees listed in the charge instrument, and a statement that there are other such persons, security agents or trustees; (b) whether the instrument is expressed to contain a floating charge and, if so, whether it is expressed to cover all the property and undertaking of the LLP; (c) whether any of the terms of the charge prohibit or restrict the LLP from creating further security that will rank equally with or ahead of the charge; (d) whether (and if so, a short description of) any land, ship, aircraft or intellectual property, that is registered or required to be registered in the United Kingdom, is subject to a charge (which is not a floating charge) or fixed security included in the instrument; (e) whether the instrument includes a charge (which is not a floating charge) or fixed security over— (i) any tangible or corporeal property, or (ii) any intangible or incorporeal property, not described in paragraph (d). (3) The particulars referred to in subsection (1)(d) are— (a) a statement that there is no instrument creating or evidencing the charge; (b) the names of each of the persons in whose favour the charge has been created or the names of any security agents or trustees holding the charge for the benefit of one or more persons; (c) the nature of the charge; (d) a short description of the property or undertaking charged; (e) the obligations secured by the charge. (4) In this section “fixed security” has the meaning given in section 486(1) of the Companies Act 1985. (5) In this section “intellectual property” includes— (a) any patent, trade mark, registered design, copyright or design right; (b) any licence under or in respect of any such right. (859E) (1) For the purposes of this Part, a charge of the type described in column 1 of the Table below is taken to be created on the date given in relation to it in column 2 of that Table.